Document background
The Share And Asset Purchase Agreement (SAPA) is a specialized transaction document used in Irish business acquisitions where the buyer wishes to acquire both shares in a company and specific assets, either from the same or related sellers. This hybrid agreement is particularly useful in complex corporate restructurings, partial business acquisitions, or situations where certain assets need to be carved out or specifically included in the transaction. The document combines elements of share and asset purchases, requiring careful consideration of Irish companies legislation, tax implications, employment law (including TUPE regulations), and specific industry regulatory requirements. It typically includes detailed warranties, indemnities, pre-completion and post-completion obligations, and various schedules detailing the shares and assets being transferred.
